Virtual Shareholder Meetings and Electronic Communication
Effective from 1/4/22, the Corporations Amendment (Meetings and Documents) Act 2022 (passed 22 /2/22) establishes mechanisms to allow companies and registered schemes (‘companies’) to:
- hold hybrid (in person and remote) meetings, and
- use technology to execute, sign and share company and meeting-related documents.
The Act adopts a technology neutral approach and does not mandate any specific form of technology, nor does it prevent companies from signing documents in the traditional manner or using traditional practices (for example, wet-ink signatures).
Members can elect to receive relevant documents in physical form.
Meetings via technology
Companies can hold meetings of shareholders by:
- physical meetings; or
- hybrid meetings (physical location/s using technology to allow some to attend virtually); or
- provided the governing constitution permits, wholly virtual meetings.
Shareholders as a whole need to receive a reasonable opportunity to participate in a meeting, no matter how it is to be conducted.
Query – do you need to review your constitution to allow wholly virtual meetings?
Sharing documents via technology
Except documents being sent to ASIC or the Registrar, companies and disclosing entities may provide meeting-related documents, including notices of meetings and notices of a resolution, to a person by
- physically sending it; or
- using electronic means (e.g. emails); or
- providing in physical or electronic form adequate details to allow them to view or download the document electronically (e.g. providing a link to a website).
Executing documents via technology
A person may sign certain company and meeting-related documents, including a deed, using electronic means, provided
- the method of signing identifies the person and indicates the person’s intention; and
- the copy or counterpart includes the entire contents of the document, not only the signing page; and
- the method used was as reliable as appropriate for the purposes or is proven to be.
Care should be taken when executing documents electronically, or accepting documents executed electronically by others, including:
- to minimise risks of fraud and ensure the execution is as reliable as possible, try to use a virtual signing platform with inbuilt verification, rather than the insertion of a scanned signature or image; and
- follow up receipt of documentation electronically with personal authentication, for example a telephone call directly with that director, to confirm that they signed and retain a record of that conversation; and
- remember the Titles Office may not accept electronic signatures for certain documents which require physical lodgement. Ask the question early of the party you are dealing with to ensure you understand the requirements and expectations for execution.
If you or someone you know wants more information or needs help or advice, please contact us on (07) 5443 4866 or email firstname.lastname@example.org.